Apple+NASPO+Fully+Signed+Agreement.pdf

NASPO ValuePoint Master Agreement No.: 23003

This Contract is between the State of Minnesota, acting through its Commissioner of Administration (“Lead State”) and Apple Inc., whose designated business address is One Apple Park Way, Cupertino, CA 95014, USA (“Contractor”). State and Contractor may be referred to jointly as “Parties.”

Recitals

1. The State of Minnesota, Department of Administration, Office of State Procurement, on behalf of the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program (“NASPO ValuePoint”) issued a solicitation to establish Minnesota NASPO ValuePoint Master Agreement(s) (“Contract”) with qualified manufacturers for Computer Equipment (Desktops, Laptops, Tablets, Servers, and Storage, including related Peripherals & Services);

2. Contractor provided a response to the Solicitation indicating its interest in and ability to provide the goods or services requested in the Solicitation; and

3. Subsequent to an evaluation in accordance with the terms of the Solicitation and negotiation, the Parties desire to enter into a contract; and

4. All authorized governmental entities in any state or participating US Territory are welcome to use the resulting Master Agreement through NASPO ValuePoint with the approval of the State Chief Procurement Official. Upon final award of the overarching Master Agreement, Contractors are able to sign Participating Addendums (PA) at the option of Participating States. Participating States reserve the right to add state specific terms and conditions and modify the scope of the contract in their Participating Addendum as allowed by the Master Agreement.

Accordingly, the Parties agree as follows:

Contract

1. Term of Contract

a. Effective date. July 1, 2023, or the date the Lead State obtains all required signatures under Minn. Stat. § 16C.05, subd. 2, whichever is later.

b. Expiration date. June 30, 2025. This Master Agreement may be extended for up to an additional 36 months, in increments as determined by the Lead State, through a duly executed amendment.

c. If, in the judgment of the Lead State, a follow-on, competitive procurement will be unavoidably delayed beyond the planned date of execution of the follow-on master agreement, this Master Agreement may be extended for a reasonable period of time, not to exceed six months. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

DocuSign Envelope ID: 9A964B86-E2AF-4A17-B9DA-7FD1C8F9ECD3

2. Representations and Warranties

a. Under Minn. Stat. §§ 15.061 and 16C.03, subd. 3, and other applicable law the Lead State is empowered to engage such assistance as deemed necessary.

b. Reserved.

c. Contractor warrants that it possesses the legal authority to enter into this Master Agreement and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Master Agreement, or any part thereof, and to bind Contractor to its terms.

3. Awarded Band(s) The solicitation included three product Bands: Band 1, Personal Computing Devices – Windows Operating Systems:

Desktops, Laptops, Tablets; and Band 2, Personal Computing Devices – Non-Windows Operating Systems: Desktops, Laptops, Tablets; and Band 3, Servers and Storage. The Contractor is awarded the following Band(s):

Band 2, Personal Computer Devices - Non-Windows Operating Systems

4. Configuration Dollar Limits The following configuration limits apply to the Master Agreement. Participating Entities may define their configuration limits in their Participating Addendum. The Participating Entity’s Chief Procurement Official may increase or decrease the configuration limits, as defined in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Product and Service Schedule.

The dollar limits identified below are based on a SINGLE computer/system configuration. This is NOT a restriction on the purchase of multiple configurations (e.g., an entity could purchase 10 laptops at $15,000 each, for a total purchase price of $150,000).

ITEM CONFIGURATION

Band One $15,000 Band Two $15,000 Band Three $1,000,000 Peripherals $10,000 Services Addressed in the Participating Addendum

5. Restrictions The following restrictions apply to the Master Agreement. A Participating Entity may set further restrictions of products in their Participating Addendum. The Participating Entity will determine with the Contractor how to approve these modifications to the Entity’s Product and Service Schedule.

a. Software

1. Software is restricted to operating systems and commercial off-the-shelf (COTS) software and is subject to equipment configuration limits.

2. Any software purchased must be related to the procurement of equipment.

3. Software must be pre-loaded or provided as an electronic link with the initial purchase of equipment, except for the exceptions allowed under Paragraph 5.a.4.

4. Software such as middleware which is not always installed on the equipment, but is related to storage and server equipment (Band 3) purchased, is allowed and may be procured after the initial purchase of equipment.

b. General Services

1. Services must be related to the procurement of equipment.

2. Service limits will be addressed by each State.

3. Wireless phone and internet service is not allowed.

4. Managed Print Services are not allowed.

c. Cloud Services

1. Cloud Services are restricted to Services that function as operating systems and software needed to support or configure hardware purchased under the scope of the contract and is subject to equipment configuration limits.

2. Any Cloud Service purchased must be related to the procurement of equipment.

d. Third-Party Products

1. Third-Party Products can be offered only in the Bands they have been awarded. All third-party products must meet the definition(s) of the Band(s) in which they are being offered.

2. Products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment cannot be offered unless approved by the Lead State.

e. Additional Product/Services

1. Hardware and software required to solely support wide area network (WAN) operation and management are not allowed.

2. Lease/Rentals of equipment may be allowed and will be addressed by each State.

3. Cellular Phone Equipment is not allowed.

4. EPEAT Bronze requirement may be waived, on a State case-by-case basis, if approved by the State’s Chief Procurement Officer. EPEAT Bronze requirement does not currently apply to storage.

6. Authorized Representative

a. Master Agreement Administrator. The Master Agreement Administrator designated by NASPO ValuePoint and the State of Minnesota, Department of Administration is Elizabeth Randa, Acquisition Management Specialist.

Elizabeth Randa, Acquisition Management Specialist Department of Administration Office of State Procurement 112 Administration Building 50 Sherburne Avenue St. Paul, MN 55155

E-mail: elizabeth.randa@state.mn.us Phone: 651.201.3122

b. Contractor’s Authorized Representative. The Contractor's Authorized Representative is Tim Lim, Senior Contracts Negotiator.

Tim Lim, Senior Contracts Negotiator Apple Inc.

One Apple Park Way, Mail Stop 39-3MAL Cupertino, CA 95014, USA Email: tlim2@apple.com Phone: 408.783.7379

If the Contractor’s Authorized Representative changes at any time during this Contract, the Contractor must immediately notify the Lead State.

7. Notices If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. An email shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed to the Master Agreement Administrator.

8. Exhibits The following Exhibits are attached and incorporated into this Contract. In the event of a conflict between the terms of this Contract and its Exhibits, or between Exhibits, the order of precedence is first the Contract, and then in the following order:

Exhibit A: NASPO ValuePoint Terms and Conditions Exhibit B: Minnesota Terms and Conditions Exhibit C: Requirement Exhibit D: Price Schedule

9. Survival of Terms:

The following clauses survive the expiration or cancellation of this Master Agreement: Survival of Terms; Laws and Regulations; Title of Product; Warranty; Payment; Severability; Assignment/Subcontracts; Records Administration and Audit; Indemnification; Limitations of Liability; Governing Law and Venue; Confidentiality, Non-Disclosure, and Injunctive Relief; Cancellation; Export Compliance; Publicity; Government Data Practices; Administrative Fee; NASPO ValuePoint Reports; and State Audits. Any other Contract term that states it shall survive or by its nature would reasonably be expected to survive expiration or termination, shall survive.

10. Entire Agreement This Contract and any written addenda thereto constitute the entire agreement of the parties to the Master Agreement.

mailto:elizabeth.randa@state.mn.us

1. Contractor The Contractor certifies that the appropriate person(s) have executed the Contract on behalf of the Contractor as required by applicable articles, bylaws, resolutions, or ordinances.

2. State Agency With delegated authority

Print name: Print name:

Signature: Signature:

Title: Date: Title: Date:

3. Commissioner of Administration

As delegated to The Office of State Procurement

Print name:

Signature:

Title: Date:

Johnny Mendoza

6/20/2023Project Coordinator 6/20/2023Acquisition Management Specialist

Elizabeth M. Randa

IT Acquisitions Supervisor 6/20/2023

Andy Doran

Exhibit A: NASPO ValuePoint Master Agreement Terms and Conditions

1. Conflict of Terms/Order of Precedence.

a. Any order placed under this Master Agreement shall consist of the following documents:

1. A Participating Entity’s Participating Addendum (“PA”);

2. Minnesota NASPO ValuePoint Master Agreement, as negotiated, including all exhibits; and

3. Purchase Order.

For the avoidance of doubt, terms and conditions set forth in a Purchase Order that conflict with or add to the terms of the agreements listed in Paragraphs 1 and 2 above will have no force or effect.

b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. No other terms and conditions shall apply.

c. Any URL or policy is incorporated into the Master Agreement only if the Master Agreement expressly identifies that reference. Any Contractor term or condition incorporated by URL or written reference applies to this Master Agreement only to the extent such term or condition is not prohibited by applicable law. Any change to information contained in a URL or referenced policy will not affect any financial obligation, place any additional material obligation on an ordering entity, or materially diminish an ordering entity’s ability to use the product or service.

d. A written Master Agreement (which may include the contents of the RFP and selected portions of Contractor’s response incorporated therein by reference) will constitute the entire agreement of the parties to the Master Agreement. No other terms and conditions shall apply, including terms and conditions listed in the Contractor’s response to the RFP, or terms listed or referenced on the Contractor's website not otherwise incorporated into the Master Agreement, in the Contractor quotation/sales order, or in similar documents subsequently provided by the Contractor.

e. Intentionally deleted.

2. Definitions.

a. Reserved.

b. Accessory means a product that enhances the user experience but does not extend the functionality of the computer (e.g., mouse pad or monitor stand). For the purposes of this Contract, accessories are considered peripherals.

c. Reserved.

d. Band means a category of products. There are three product bands which may be awarded through this Contract. Each product band includes related peripherals and services.

e. Components are the parts that make up a computer configuration.

f. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

g. Configuration means the combination of hardware and software components that make up the total functioning system.

h. Customer (see Purchasing Entity).

i. Desktop means a personal computer intended for regular use at a single location. A desktop computer typically comes in several units connected together during installation: (1) the processor, 2) display monitor, and 3) input devices usually a keyboard and a mouse. Desktops, including desktop virtualization endpoints such as zero and thin clients, are included in Bands 1 and 2 of this Contract.

j. Reserved.

k. Energy Star® is a voluntary energy efficiency program sponsored by the U.S. Environmental Protection Agency.

The Energy Star program makes it easy to identify energy efficient computers by labeling products that deliver the same or better performance as comparable models while using less energy and saving money. For additional information on the Energy Star program, including product specifications and a list of qualifying products, visit the Energy Star website at http://www.energystar.gov.

l. EPEAT is a type-1 ecolabel for identifying and purchasing sustainable IT products. EPEAT-registered products must meet sustainability criteria detailed in voluntary consensus-based standards that are free and publicly available on the Green Electronics Council’s website at www.greenelectronicscouncil.org. Products are classified as Bronze, Silver, or Gold based on meeting criteria that address the life cycle of the products. Product life cycle includes material extraction, hazardous substance reduction, end-of-life management, packaging, and corporate sustainability. Only products listed as Active in the online EPEAT Registry are considered to meet the EPEAT criteria.

m. FOB Destination means that shipping charges are included in the price of the item and the shipped item becomes the legal property and responsibility of the receiver when it reaches its destination unless there is acceptance testing required.

n. FOB Inside Delivery means the receiver is beyond the front door or loading dock.

o. Reserved.

p. Laptop means a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a touchpad, and speakers in a single unit. A laptop can be used away from an outlet using a rechargeable battery.

Laptops include notebooks, ultrabooks, netbooks, Zero and thin client devices, and computers with mobile operating systems. Laptops are included in Bands 1 and 2 of this Contract.

q. Lead State means the State centrally administering any resulting Master Agreement(s).

r. Reserved.

s. Manufacturer means a company that, as one of its primary business functions, designs, assembles, owns the trademark/patent for, and markets branded computer equipment.

t. Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor.

u. Middleware means the software “glue” that helps programs and databases (which may be on different computers) work together. The most basic function of middleware is to enable communication between different pieces of software.

v. NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.

w. Reserved.

x. Order or Purchase Order means any purchase order, sales order, or other method used by a Purchasing Entity to order the Products.

y. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions. A Participating Addendum evidences the Participant’s willingness to purchase and the Contractor’s willingness to provide equipment under the terms and conditions of this Master Agreement with any and all exceptions noted and agreed upon in the Participating Addendum. Unless otherwise stated in the Participating Addendum, no minimum or maximum sales volume is guaranteed or implied by the Participating Entity.

z. Participating Entity means a state (as well as the District of Columbia), city, county, district, other political subdivision of a State properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum. Contractor will not enter into a Participating Addendum with any U.S. territory or nonprofit organization.

aa. Participating State means a state that has executed a Participating Addendum.

bb. Partner means an Apple Authorized Service Provider.

cc. Peripherals means any hardware product that can be attached to, added within, or networked with personal computers, servers, or storage. Peripherals extend the functionality of a computer without modifying the core components of the system.

dd. Per Transaction Multiple Unit Discount means a contractual volume discount based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Participating Entity or multiple entities conducting a cooperative purchase.

ee. Premium Savings Package(s) (PSP) are deeply discounted standard configurations available to Purchasing Entities using the Master Agreement. NASPO ValuePoint reserves the right to expand and modify the PSP throughout the life of the contract. For more information see: https://www.naspovaluepoint.org/portfolio/57/.

ff. Product means any equipment, software (including embedded software), documentation, Services, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement.

gg. Purchasing Entity means a state (including the District of Columbia), city, county, district, other political subdivision of a state, other domestic public entities, private educational institutions, and nonprofit organizations under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order under the terms of the Master Agreement, or any Participating Addendum thereto, and becomes financially committed to the purchase. Contractor will not accept an Order from any U.S. territory.

hh. Ruggedized means equipment specifically designed to operate reliably in harsh usage environments and conditions, such as strong vibrations, extreme temperatures, and wet or dusty conditions. Ruggedized equipment may be proposed under the band that most closely fits the equipment being proposed.

ii. Server means computer hardware dedicated to run one or more services or applications (as a host) to serve the needs of the users of other computers on a network. Servers may be either physical or virtual. Servers, including server appliances, are included in Band 3 of this Contract. Server appliances have their hardware and software preconfigured by the manufacturer, and include embedded networking components such as those found in blade chassis systems.

jj. Services are broadly classified as installation or de-installation, maintenance, support, training, migration, and optimization of products offered or supplied under the Master Agreement. These classifications of services may include, but are not limited to: warranty services, maintenance, installation, de-installation, factory integration (software or hardware components), asset management, recycling or disposal, training and certification, pre-implementation design, disaster recovery planning and support, service desk or helpdesk, imaging, and any other directly related technical support service required for the effective operation of a product offered or supplied.

Contractors may offer limited professional services related ONLY to the equipment and configuration of the equipment purchased through the resulting contracts.

EACH PARTICIPATING ENTITY WILL DETERMINE RESTRICTIONS AND NEGOTIATE TERMS FOR SERVICES THROUGH

THEIR PARTICIPATING ADDENDUM.

kk. Reserved.

ll. Storage means hardware or a virtual appliance with the ability to store large amounts of data. Storage, including SAN switching necessary for the proper functioning of storage equipment, is included in Band 3 of this Contract.

mm. Storage Area Network (SAN) is a high-speed special-purpose network (or subnetwork) that interconnects different kinds of data storage devices with associated data servers on behalf of a larger network of users.

nn. Tablet means a mobile computer that provides a touchscreen that acts as the primary means of control. Tablets, including notebooks, ultrabooks, and netbooks with touchscreen capabilities, are included in Bands 1 and 2 of this Contract.

oo. Takeback Program means the Contractor’s process for accepting the return of equipment or other products at the end of the product’s life.

pp. Reserved.

qq. Third Party Product is a good sold by the Contractor that is manufactured by another company. Third Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of any Contractor’s total sales under this Master Agreement.

rr. Upgrade means the replacement of existing software, hardware, or hardware component with a newer version.

ss. Warranty means the Manufacturer’s general warranty tied to the product at the time of purchase.

tt. Wide Area Network (WAN) is a data network that serves users across a broad geographic area and often uses transmission devices provided by common carriers.

uu. “Contractor Product(s)” means Services, hardware and software products manufactured, distributed or licensed under a Contractor-owned or licensed brand name that Customer has paid to acquire or has properly licensed from Contractor for its own use, but excluding any third party software and all other third party products.

vv. Confidential Information means information in any form, disclosed by one party to another party that (i) meets the applicable jurisdiction’s definition of confidential, proprietary, or otherwise non-public information; or (ii)(a) is identified by the disclosing party as confidential, and (b) the disclosure of which would materially harm the disclosing party’s business or threaten the public’s health, safety, or welfare. Confidential Information shall not include any information that: (i) was rightfully in the receiving party’s possession prior to disclosing party’s disclosure without any obligation to maintain its confidentiality; (ii) was independently developed by the receiving party or its Partners without the use of or reference to Confidential Information; (iii) is now, or hereafter becomes, publicly available other than through disclosure by the receiving party in breach of this Master Agreement or any Participating Addendum; or (iv) is identified by the disclosing party to receiving party as no longer confidential.

3. Term of the Master Agreement.

a. The initial term of this Master Agreement is for 2 years from the date of effective date of the Master Agreement.

This Master Agreement may be extended beyond the initial term for 36 additional months at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

b. The Master Agreement may be extended for a reasonable period of time if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

Unless otherwise stated in the Participating Addendum, the term of any Participating Addendum shall be concurrent with the Master Agreement.

4. Amendments.

The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without a written amendment to the Master Agreement executed by the Contractor and Lead State.

5. Participants and Scope.

a. Canadian Participation. Subject to the approval of Contractor, in its sole discretion, any Canadian provincial government or provincially funded entity in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Quebec, or Saskatchewan, and territorial government or territorial government funded entity in the Northwest Territories, Nunavut, or Yukon, including municipalities, universities, community colleges, school boards, health authorities, housing authorities, agencies, boards, commissions, and crown corporations, may be eligible to use Contractor's Master Agreement.

b. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum.

c. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

d. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. A Participating Entity is financially obligated only for Orders made by the Participating Entity as a Purchasing Entity and not for Orders placed by any other Purchasing Entity. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation.

e. NASPO and NASPO ValuePoint are not parties to the Master Agreement.

f. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

g. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located and the Contractor. Participating Entity shall coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

h. Resale. Resale of any products purchased under this Master Agreement is prohibited unless authorized in writing by Contractor’s Authorized Representative.

6. Individual Customers.

Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

7. Independent Contractor.

The Contractor is an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as an agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

8. Contracting Personnel.

Contractor must provide adequate contracting personnel to assist states with the completing and processing Participating Addenda. It is preferred that each Contractor be able to provide each Participating Entity with a primary contact person for that Participating Entity.

9. Changes in Contractor Representation.

The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing. The Contractor agrees to provide replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal, as determined by the Contractor.

mailto:PA@naspovaluepoint.org

10. Contractor Verification.

The Contractor is responsible for delivering products or performing services under the terms and conditions set forth in the Master Agreement. The Contractor must ensure Apple Authorized Service Providers utilized in the performance of this contract adhere to applicable terms and conditions. A Participating Entity in its Participating Addendum may limit the usage of Apple Authorized Service Provider(s) in their jurisdiction and which Apple Authorized Service Provider(s) are used in their jurisdiction.

11. Contractor Performance Meeting.

An annual performance meeting may be held each year with the NASPO ValuePoint Sourcing Team. Historically performance meetings have been held in Minnesota, but the Lead State may hold the meetings in person or virtually at the Lead State’s discretion.

All contractors that are invited to participate must send their Primary Account Representative, unless an exception is granted in writing by the Lead State. It is possible that not all contractors will be invited to participate in a performance meeting.

12. Laws and Regulations.

Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws.

13. Price and Rate Guarantee Period.

Contractor’s pricing for any order shall not exceed the then current Apple Education Price List. All minimum discounts off Contractor’s identified baseline price list must be guaranteed for the initial term of the Master Agreement. Following the initial Master Agreement period, any adjustment to the minimum discount must be made through an amendment to the Master Agreement.

14. Premium Savings Package Program.

The Lead State reserves the right to create a Premium Savings Package Program (PSP) as outlined in the Definitions, Paragraph 2.ee of Exhibit A. Participation by Contractor is voluntary. The details and commitments of the PSP will be detailed as a part of any request for Contractor to participate.

15. Services.

Services are at the option of the Participating Entity. Services listed in the Apple Education Price List are subject to the terms of the Participating Addendum and shall be further described in a statement of work. Services not listed in the Apple Education Price List are outside of the scope of this Master Agreement.

16. Ordering.

a. Any Order placed by and shipped to a Participating Entity or Purchasing Entity for a Product and/or Service available from Contractor under the Master Agreement and applicable Participating Addendum shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement and applicable Participating Addendum.

b. Purchasing Entity may order Products from Contractor by either: (i) ordering electronically through the online portal managed by Contractor, (ii) submitting a purchase order to Contractor, as permitted by Contractor, or (iii) by any other means communicated by Contractor. Purchasing Entity is solely responsible for all purchase decisions, including but not limited to, ensuring the compatibility and appropriateness of all Products. All purchases of Products under this Master Agreement shall be made solely for Purchasing Entity’s end use and not for resale. In the event purchasing entity submits orders via an online portal managed by Contractor, Purchasing Entity may also be subject to Contractor’s sales policies and the Terms of Use and Privacy Policy located on such online portal.

Contractor agrees that the Sales and Return Policies posted on the Apple Store for Education applies to all Purchasing Entities under this Master Agreement.

c. Contractor may change Product offerings and pricing at any time and without notice, provided that any such update is done consistent with the requirements of this Agreement. Prices include standard freight and insurance using a Contractor-selected carrier. Contractor does not guarantee that Products will be available at all times during the Term. Contractor reserves the right to accept or decline any order, in whole or in part. Contractor may cancel any accepted order prior to shipment, if in its sole discretion, Contractor determines that it has insufficient inventory to fulfill such order. Contractor may make partial shipments of Purchasing Entity’s orders and will not be liable for any failure to ship complete orders provided Contractor gave reasonable notice to the Purchasing Entity. Purchasing Entity will be invoiced separately for each partial shipment and will pay each invoice when due, without regard to subsequent deliveries. Contractor will allocate its available inventory and make deliveries (including partial shipments) in its sole discretion and without liability to Purchasing Entity.

17. Trade-In.

Trade-Ins are allowed only if authorized by the Participating Entity in a Participating Addendum. If allowed, trade-ins are at the option of the Purchasing Entity and Contractor.

18. Shipping and Delivery.

a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be FOB Destination. Delivery shall be freight prepaid and allowed (with freight included in the price) to the address, receiving dock or warehouse as specified in the Purchasing Entity’s purchase order, unless Purchasing Entity requests to use a carrier that is not a Contractor-designated shipping provider. In those situations in which the “deliver-to” address has no receiving dock or agents, the Contractor must deliver to the person specified on the PO without additional cost. When using a Contractor-designated freight or shipping provider, Contractor will issue credits or replace Products returned due to damage in transit or that are lost in transit.

b. Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order and are only valid if accepted by Contractor. Contractor will notify the Purchasing Entity in advance of any additional charges for specific delivery instructions, including if Purchasing Entity’s selection of a non-Contractor-designated freight provider will result in Contractor including additional charges on its invoice.

c. Costs shall include all packing and crating charges. Each shipment shall be marked and properly identify Purchasing Entity’s provided shipping information.

19. Inspection and Acceptance.

a. Products shall be deemed accepted upon delivery, provided they conform to the Products ordered in the applicable purchase order or meet the specifications published on www.apple.com, as applicable. If Products do not meet the functionality specified on www.apple.com, Purchasing Entity may exercise its rights under Exhibit A, Section 21 (Warranty), as applicable. Products that do not conform to the Products ordered in the applicable purchase order may be returned at Contractor’s expense.

b. Equipment Loan. Upon request, Contractor may provide certain Apple-branded hardware to a Purchasing Entity for evaluation purposes subject to the terms and conditions of an Apple Equipment Loan Agreement. Contractor shall make the terms and conditions of an Apple Equipment Loan Agreement available to Purchasing Entities for review prior to issuance of an Order.

c. The warranty period shall begin upon shipment.

DocuSign Envelope ID: 9A964B86-E2AF-4A17-B9DA-7FD1C8F9ECD3 http://www.apple.com/ http://www.apple.com/

20. Title of Product.

a. Ownership. Any ideas, concepts, inventions, know-how, data-processing techniques, software or documentation developed by Contractor personnel (alone or jointly with Purchasing Entity) in connection with Services provided to Purchasing Entity (“Contractor Information”) will be the exclusive property of Contractor, except to the extent that such items are a derivative of Purchasing Entity’s property. Contractor grants Purchasing Entity a non-exclusive, royalty-free, non-transferable (without right to sublicense) license to use the software or other proprietary rights in Services developed under the Agreement. Contractor may provide Purchasing Entity with specific, customized or unique suggestions or information as part of the Services developed by Contractor, which suggestions or information do not have application to other Purchasing Entities (“Purchasing Entity-Owned Information”).

Contractor will identify all Purchasing Entity-Owned Information and furnish that information to Purchasing Entity subject to the qualifications set forth in this Agreement, and Purchasing Entity will own all of Contractor's right(s), title and interest in the Purchasing Entity-Owned Information. Purchasing Entity hereby grants Apple a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, transferable and sublicensable license to use, practice and exploit all Purchasing Entity-Owned Information in connection with any Products.

b. Any and all licensing, maintenance, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the Purchasing Entity’s applicable laws.

c. Use of Name. Neither party shall use the other's name, logo, trademarks or service marks in any advertising, communications or publications without the other party's prior written consent except for the use of Apple’s name for purposes of this Master Agreement.

d. Software. Products often contain not only hardware but also software, including but not limited to, operating systems and applications. Such software may be included in ROMs or other semiconductor chips embedded in hardware, or it may be contained separately on disks or on other media. Such software is proprietary, copyrighted, and may also contain valuable trade secrets and is protected by patents. Purchasing Entity, as an end user, is licensed to use any software contained in such Products, subject to the terms of the software license(s) accompanying the Products, if any, and the applicable patent, trademark, copyright, and other intellectual property, federal and state laws of the United States.

e. Restrictions. Unless Purchasing Entity has obtained Contractor's prior written consent, Purchasing Entity, in addition to any obligations or restrictions set forth in any software license which may accompany a Product, shall not copy the software if the software is not in the public domain. Purchasing Entity shall not disassemble, decompile, reverse engineer, copy, modify, create derivative works thereof or otherwise change any of the software or its form.

f. Notwithstanding anything to the contrary, in the event of a conflict or inconsistency between the terms of this Master Agreement and any software license, the terms of the software license shall control solely as to the software covered by that license to the extent any terms of the software license are not in conflict with Purchasing Entity’s applicable governing law.

21. Warranty.

The sole warranty for a Contractor Product purchased hereunder shall be the Limited Warranty. Except for the Limited Warranty, all Contractor Products are sold ""as is"" and without additional warranty or support from Contractor. All Products, other than Contractor Products, are sold ""as is"" and without warranty or support from Contractor, but may be accompanied by a manufacturer's warranty, as more particularly provided in the warranty documentation that accompanies such Products. Upon Purchasing Entity's request, Contractor will provide a copy of the manufacturer's warranty accompanying Products offered by Contractor under this Master Agreement or Participating Addendum.

Nothing in this Master Agreement or Participating Addendum shall be construed as obligating Contractor to provide any warranty-related fulfillment or support for any Products, other than Contractor Products.

EXCEPT FOR THE LIMITED WARRANTY, APPLE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, AND TO THE MAXIMUM EXTENT PROVIDED BY LAW, APPLE HEREBY DISCLAIMS SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE.

Contractor Products are not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by Contractor Products could lead to death, personal injury, or severe physical or environmental damage, including without limitation the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support or weapons systems.

22. System Failure or Damage.

Intentionally deleted.

23. Payment.

Payment is due no later than 30 days from the invoice date. After 45 days from the delivery date the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.

Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” presented at time of order, with no additional charge.

Contract prices are exclusive of taxes, duties, and fees. All applicable local sales or use taxes, duties and other imposts, if any, due on account of purchases hereunder shall be paid by Purchasing Entities. Proof of tax-exempt status must be on file at Apple’s Support Center for any order to be treated as a tax-exempt transaction.

24. Leasing or Alternative Financing Methods.

Participating Entities or Purchasing Entities that have the authority may finance their purchases through a lease agreement with Contractor. If financing is through a lease agreement, that agreement is separate from this Master Agreement or any Participating Addendum and is between Contractor and the Participating Entity or Purchasing Entity.

25. Contract Provisions for Orders Utilizing Federal Funds.

Intentionally Deleted.

26. Self Audit.

The Contractor must conduct, at a minimum, a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.

For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.

27. Assignment/Subcontracts.

a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of Lead State.

b. The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written approval from Contractor. Nothing in this section precludes NASPO or NASPO ValuePoint from carrying out contract administration duties as directed by the Lead State.

28. Insurance.

a. Contractor shall have the option to self-insure.

b. Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.

c. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:

1. Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate;

2. Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.

d. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.

e. Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.

f. During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor provide evidence of coverage (which may be a certificate of insurance) that meets the requirements of this Section.

Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.

g. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

29. Administrative Fees.

a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.

The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all net invoiced sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint

Administrative Fee is not negotiable. If a lower administrative fee percentage is agreed to in any other master agreement resulting from the State of Minnesota and NASPO ValuePoint Cooperative Procurement Program solicitation for Computer Equipment (Solicitation 29720), (i) Lead State will immediately notify Contractor of the lower administrative fee, and (ii) the administrative fee in this Master Agreement shall be adjusted for the subsequent calendar quarters to match the lower administrative fee. The administrative fee percentage and amounts due for the then-current calendar quarter and all previous quarters shall not be affected.

b. Reserved.

c. Additionally, some states may require an additional fee be paid directly to the state only on purchases made…